


Friends with Benefits

by ChocoChipBiscuit



Category: Fallout (Video Games), Fallout 3
Genre: Anal Sex, Consentacles, Double Anal Penetration, Double Penetration, First Time Bottoming, Kissing, Other, Tentacle Sex, Tentacles
Language: English
Status: Completed
Published: 2019-08-07
Updated: 2019-08-07
Packaged: 2020-08-11 08:41:22
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 4,293
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20150788
Author URL: https://archiveofourown.org/users/ChocoChipBiscuit/pseuds/ChocoChipBiscuit
Summary: Butch is rescued from mirelurks and makes an unexpected friend.





	Friends with Benefits

**Author's Note:**

> Warning for canon-typical heteronormativity (one mention of 'procreation is your civic duty.')
> 
> Background relationships: nb!LW/Fawkes, and Flak/Shrapnel.
> 
> Also many thanks to [BigDickens](https://archiveofourown.org/users/bigdickens) for being a phenomenal beta. Your benefits are friendship. :')

It’s hard to find a stretch of river that’s free of both ‘lurks and Brotherhood assholes, but there’s a bend of the Anacostia that Butch likes to go to when living on a goddamn boat starts feeling too much like being underground. It’s just another metal coffin, even if it floats.

He picks a sunny day, not too hot, with a little bit of a breeze so he won’t have sweat dripping down his ass before he’s halfway there. He packs lunch and a couple beers, then walks the short miles to the edge of a crumbling walkway where he’s set up a sag-bottomed vinyl chair. A plastic table with a lime-green umbrella works as a landmark, even if he hates the color. Butch always means to change it, but it beats not having shade. If he waits long enough, maybe the sun will bleach it.

The tiny bones of long-dead animals mix with the dry grit and stone, needle-thin and crunchy beneath his boots. Butch brought some back, one time, and even though all the eggheads scattered after the water purifier went online—dead, gone, grieving, Nosebleed won’t tell him which—Washington over in the history museum was able to tell him that they were fish bones, probably from back when the Anacostia and Potomac were both higher than they are now. Butch doesn’t know what could make a river change like that, much less _two_ rivers, but he’s starting to figure there are lots of things he doesn’t know.

Like how Nosebleed—goddamn _Nosebleed_, goody two-shoes with the blobby tears and snot down their lip—could turn out to be such a badass. They could barely dunk animal crackers in cocoa, back when they were kids! But now Butch has to go to the middle of nowhere and turn off the radio if he doesn’t want to hear “the Lone Wanderer this” and “Lone Wanderer that.” If he doesn’t want people to look at his Vault suit and expect him to live up to someone else’s rep.

It’s all bullshit, anyway. Nosebleed’s never really _alone_. They had a dad that loved them enough to die for them, unlike Butch with a mom that ended up on the other side of a civil war. Can one Vault be a war? Yeah, why not. And Nosebleed still has that dog and that mutant, which makes at least two more friends than Butch has right now.

It’s easy to wallow in self-pity, marinating in beer and bad feeling. Easier than wondering what it must have been like for Nosebleed on those first days out of the Vault. Easier than wondering if Nosebleed had been blinded by the sun or afraid of falling up into the sky. Much easier than paying attention to the wet slap of feet behind him.

It’s not until he raises his bottle and catches movement in the reflection that he realizes.

Butch swears, twisting sideways—ass almost falling through the seat—as he gets out of his chair. He drops the beer, the bottle clinking as it rolls away in a splash of suds, and he almost chases it—it’s _beer!_—before remembering no, no shit, he’s got a trio of fucking _mirelurks_ and only a shitty 10mm pistol, and goddammit but _priorities_—

The closest ‘lurk lowers its head as it charges, and his bullets bounce uselessly off the armored shell. It rams into him and Butch stumbles back, too-fucking aware that he’s near the edge of the walkway, but in those precious seconds after the headbutt it raises its head again and he shoots it in the face. _Bam, bam-bambam._ A spray of shell and white goo, and the ‘lurk falls forward—almost falls _on_ him—and Butch tries taking aim at the next one but he’s backing up and his foot lands square on a fat bunch of _nothing_ and he doesn’t even have the breath to scream as he falls back and lands in the water.

The fucking river closes over his head, his clothes wet and _heavy_, so goddamn heavy, it’s like he’s wearing lead, like his own jumpsuit’s trying to drag him down, and he doesn’t even know how to _swim—_

_Huh. I think I’m gonna die_.

It’s a startling moment of clarity.

If his life is gonna flash in front of him, does he get to skip to the good bits?

Something wraps around his waist, and suddenly _ohgodno_ he’s thrashing, screaming, because even if he’s gonna die he doesn’t _want_ to die, but water floods his mouth, metallic and bitter, and it’s up his nose and _oh god, _he doesn’t want to die—

His gun falls from his hand as he fights against the thing around his waist. Rope? No, too thick. It’s gripping him, dragging him along and suddenly they breach the surface. He’s blind-dazzled by the sun, spitting up water and hacking up phlegm and _oh god_ but he’s alive, he’s alive, and whoever saved him is pushing him to the riverbank. 

The ‘lurks are there, waiting. They chitter and screech, snapping their claws, and Butch reaches for his pistol before remembering that no, no, that’s in the river, so he grabs his switchblade and it might be lousy against mirelurks but it’s better than _nothing_—

But two tentacles snap from the water, each one thicker than Butch’s leg, and grab the ‘lurks around their arms, binding the pincers tight against their bodies so they can’t snap as they’re dragged into the river. They vanish beneath the dark water, leaving only ripples.

Eventually, even those stop.

Butch stares, breathing heavily.

Oh shit. Oh _shit_.

He’s frozen in place, too shocked to move until a thinner tentacle emerges, this one holding a pistol. It offers him the dripping firearm, and has to nudge him twice before Butch accepts.

“Uh. Thanks? You did me a solid, there.”

The tentacle dips, something like a nod.

“Uh. I never seen you around, before. My name is Butch. Butch DeLoria.”

The tentacle twists into some flowing, organic shape that Butch guesses is some sort of introduction. Does that mean it was able to hear him? Man, Mr. Brotch never covered squid-monsters in class. Oh shit, ‘squid-monsters’ is probably rude as hell for something that just saved his life.

“I’m sorry, I don’t get that. Can I call you, like. T? T for Tentacle?”

A nod. Or noddish-thing. Man, he still can’t tell where its ears are. Or its eyes. How can it _see_?

“Like. I was just eating my lunch here, but looks like you’ve got lunch too. Is it cool if I take my clothes off so they can dry?”

T nods.

“Okay, like. I’m not sure if you’re a boy or a girl, so don’t wanna offend you or nothing.”

The tentacle jabs the air three times.

“Whoa, whoa. Sorry. Neither? Okay. Uh. Didn’t know. Nosebleed—I mean, this kid I grew up with—isn’t a boy or girl either. I mean, we _thought_ they were, but like—”

The tentacle starts shifting colors, from a dark purple to a more sickly yellow, almost fluorescent, and then a deep and throbbing red.

“Okay, okay, I’m sorry, I get it! I’ll stop running my mouth. You saved my fucking life. Thank you, I really mean it.”

T color-shifts to a soft pink, pleased.

Butch turns away, not sure of how modest he’s actually being. Like, he’s not flashing his dick, but he’s sure showing his ass. To whatever T counts as eyes. But he lays his jacket across the back of the vinyl chair, then squelches out of his wet boots and socks. His jumpsuit and shirt go on the chair, and he scootches it out from the shade with a pained scrape of plastic on broken concrete. Or cement. Whichever. Mr. Brotch said there was a difference, something about aggregates and paste, but it never felt important enough to remember. Still doesn’t.

He looks for the fallen beer bottle. Empty. He still up-ends for the last few drops, then wipes his mouth on the back of his hand. Fuck, his hair must be a mess. He smooths it down, turning back to make eye contact—or at least _some_ kind of contact—with T.

“So uh. I’m just eating my lunch here. I guess that was your lunch, too? I mean. There’s another mirelurk, if you want.”

T coyly twines a pale purple tentacle in the air.

“Yeah, all yours. I mean, hell. I can’t carry that much meat with me. And I still owe you.”

Two sinewy tentacles come from the water, wrapping around the dead ‘lurk giving a bone-crunching _crack!_ One of the pincered arms comes loose, which T then offers.

“Really? Aw, thanks. Hey, you want some of my sandwich? It’s—” Butch takes a quick check. Doesn’t trust himself to remember, never mind that he made it himself. Adrenaline does funny things like that. “Slabbed brahmin and cheese. With tomato and mustard. I dunno, you got allergies?” When T indicates that no, they do not, Butch rips the sandwich in half and offers it to one of the tentacles. The sandwich disappears beneath the water, and Butch starts working on his lunch.

T turns out to be real easy to talk to, maybe it’s just ‘cause they listen. Butch is used to talking, sure, but not so used to people _listening_. The Tunnel Snakes listened, sure, but it was more for orders than feelings. The real trick was just asking them to do whatever they felt like doing anyway.

“I ain’t talked this much since Nosebleed,” Butch confides, cutting the mutfruit into lobes. “Like. Nosebleed was always up in my business and I didn’t _like_ it. Didn’t like them being all nosy. But they’re all the way in Megaton. It’s a helluva walk to go visit, even with the raiders cleared out and the caravans going. And they’re—they’re not just some nobody, now. They’ve got friends and shit. They don’t got time to visit me either.” The knife slips, squirting purple juice all over his arm. He sucks it off his skin, salt and sweet. “I’m not a _baby_. I don’t need ‘em. But it’d be—it’d be nice, you know?”

T glows sympathetically.

“Yeah, I knew you’d get it.” Butch offers a piece of mutfruit, which T takes with a gentle tendril. The tentacle is warm and smooth where it touches his fingers.

. . .

Butch hauls the mirelurk arm back to Rivet City, tells Bonny that he got ambushed but a traveler helped him out. It’s close enough to the truth, though Butch feels weird about lying to Bonny. He’s okay with lying in _general_, but Bonny’s—

Bonny’s not his mom. Even when she smells like booze, it’s on her shirt more than her breath. 

So when she flays him with her tongue, tells him not to be so goddamn _stupid_ next time, like hell she’s gonna hire one of those Hangar Deck assholes to replace him, Butch just soaks it all in with a shit-eating grin.

“Hey, I _knew_ you cared!”

Bonny scowls, raising her hand. Butch doesn’t flinch as she swipes her knuckles against his chin, the loosest possible parody of a backhand as she growls, “Be careful out there.”

Butch cleans out his gun, even goes to Flak and Shrapnel to see if he needs to change out any parts. They assure him nah, nah, it’s good, it wasn’t submerged long enough to worry about anything, but he breaks it down anyway and goes over it all with some cloth and a few drops of oil.

On his next day off, he goes back to the river with an extra mirelurk cake and an apple. He stands on the edge of the walkway, cupping his mouth as he hollers, “T? Hey, T? You out there?” He tries this a few times before giving up and unpacking his lunch.

A slim tentacle rises from the water, poking his toe.

“Hey! I thought you might be outta town.” Butch grins, reaching down to bump his knuckles against T’s tentacle. “Hey, I know you like fresh ‘lurk, but I don’t know if you ever had them as cakes? They’re a Rivet City specialty,” he says, with all the pride of a recent transplant. He holds out the extra cake, holding his breath as T accepts the offering and drags it back under the water.

A satisfied burp-bubble rises from the river, and T twists their tentacle into a loose coil with the tip pointing up.

Butch gives a thumbs-up right back, grinning ear-to-ear. “Hell yeah!”

Around mouthfuls of lunch, he fills T in on his past week—Trinnie making eyes at him, and how he _thinks_ he might be into that but he’s pretty sure she just wants a discount on the booze; Shrapnel nearly getting into a fistfight with a traveler, and how Flak had to physically scruff them apart; how the Brotherhood started _recruiting_, he didn’t even know they could do that—and finishes smacking his fingers and asking, “So, what about you? What do you do?”

And maybe it’s because Butch never played much attention with charades, or maybe just ‘cause T’s had a _lot_ of practice making gestures, but it’s easier to understand than he would have thought. T brings up extra tentacles, coiling and snapping them together to show more mirelurks getting chased and eaten, plus something about the sun being...nice? Warm? Butch nods and asks whenever he’s not sure of a word, and T gives a wag or shake, depending on whether he got it right or not.

“How long have you been out here?”

T slaps the water twice.

“Two days? Two weeks? Months? Years? ….holy shit, longer? _Hundred_ years?”

Emphatic wag, slapping the water so it sprays Butch’s ankles.

“Holy shit. So like—after the bombs fell, right? But still, that’s a helluva long time. Are there more—more like you?”

Small wag.

“Some? Not a lot? Okay, that makes sense. Does it ever get, I dunno, lonely?”

A wobble; not quite a wag, not quite a shake.

“...sometimes?”

Wag.

“Hey, I’ll keep visiting. I promise. I like you, T.”

. . .

It turns out to be another two weeks before Butch can keep his promise, and he comes laden with snack cakes, sweetrolls, raisins and jerky.

“Hey T! T!” he bellows, standing on the bank and waving his bounty over his head. “Hey T, I’m real sorry I couldn’t come out last week, but _oh holy shit!_” Butch yelps as a massive tentacle rises from the water to give him a dripping hug. He pats the thick bulge of rubbery muscle, squeezing back. Weird, that you could actually miss the fishy smell of tentacles. “Whoa, whoa! Sorry there, but Nosebleed was in town and we got to talking and _holy shit_ they brought presents and made good on some comics they owe me and like. I found out they’re fucking Fawkes! They’re fucking a _mutant_, like holy shit! _They’re fucking the mutant!”_

An indifferent wobble.

“Okay, okay, maybe it’s not a big deal to _you_ ‘cause you’re like...a cephalopod—don’t laugh, I looked it up—but it’s a _huge_ deal to _me_ because…” Butch flounders for words. “They’re not _human_, Fawkes is nice—for a mutant—but he’s not _human_. And holy shit, he’s like twice Nosebleed’s size, how the hell do they fuck without things uh. _Breaking_, right?”

T slaps the water, bored.

“...okay, okay, I get it, you’re not interested. But look! Snacks!”

T samples everything but enjoys the raisins most, so Butch feeds them out of the cup of his hand as T daintily picks at the dried fruit. It’s nice, though kind of ticklish, whenever the wet-slick tendril glides across his palm.

“But mostly like. I think I’m jealous?” Butch mumbles, taking out a beer and popping the cap. He tucks it in his pocket and takes a long swallow. “It’s lonely out there, you know? And it must be nice to have a best friend that you can bang. I mean, Wally and me, we never—we weren’t like that, weren’t ever like that. He made it real clear he only liked girls, and I mighta with Paul except the whole ‘procreation is your civic duty’ crap really fucks with your head when you’re a kid. Paul’s dead now, anyway. And Wally’s too much of a chickenshit to actually leave the vault, no matter how much he talks.”

T pats his knee sympathetically.

“Like. I want what Flak ‘n Shrapnel have, right? They’ve been together for ages, and still haul each other out of fights and play grab-ass in the stairwells when they think no one’s looking.” Butch snickers, aborting a laugh. “And if they catch you looking, they’ll flip you off.”

T sends up a string of bubbles, their own sort of giggle.

“I just want someone who’s gonna be my best friend _and_ my fuckbuddy, is that weird?”

Timidly, one of T’s smaller tendrils wraps around Butch’s knee.

“I’m not whining! I don’t need your pity, I just—oh.”

Gears click, levers sliding open like a vault door.

“Like. Are you sure? You’re not just feeling sorry for me? Because like—I mean, I like you T. I like you a lot. And can’t lie, the tentacles are kind of hot.” Butch flushes, stammering as he touches one of the delicate suckers on the underside of T’s arm. He’d looked it up in a book, a prewar marine biology text. ‘Arms’ are the ones with suckers all the way along them, ‘tentacles’ are the ones with suckers just at the tips. Technically, Butch hasn’t seen any tentacles—not yet—but it’s hard not to call them that. “But I don’t know what I’d be doing for you, you know?”

A graphic pulse of colors, the arm stiffening with an obscene bulge.

“_Oh_. Okay. I can work with that.”

T tugs at Butch’s zipper, dragging down the jacket, and Butch swallows a laugh.

“What, now? Right now?”

T pauses, curling their arm like a question mark. They pat Butch’s hand apologetically, then start to withdraw.

Butch grabs their arm, grinning. “Hey, I didn’t say _stop_.”

He sets his beer aside, shrugging out of his jacket and unzipping his jumpsuit. Abruptly, he’s swept off his feet with a squawk as more of T’s tenta—_arms_, they’ve got suckers—come out of the water, more than Butch has ever seen before, pulling off his boots and undressing him. He’s suspended in their rubbery embrace, the smooth-squish of suckered arms twined around his thighs and arms, slung under his ass as he’s belly-up to the faded yellow sun. His head rolls back, only to be cushioned by another of T’s arms as they start stroking his chin with soft suckery-kisses, like bubbles tickling all along his jaw and down his throat.

“Um, hey. Normally I’d kiss, but I don’t know—”

T offers a slim tendril, curled in invitation, and Butch kisses the tip. First with trepidation, then with eagerness. He’s seen the strength in T’s arms, knows how powerful they are—but he’s also seen how delicate they can be, the careful manipulation of tools or snacks. It’s a little like kissing an enormous tongue, faintly briny with river and some kind of bitter, slippery substance. Oil? Whatever it is, it’s not a _bad_ taste. Just different. He parts his lips, pressing gently, and T slides in, just a little, and oh _fuck_ but that’s hot. It feels more like sucking dick than kissing now, which leaves Butch unsure what to do with his hands. Giving someone a handjob while sucking on them is a-okay, but grabbing someone’s tongue while kissing probably isn’t.

T makes the decision for him, suckered arms plucking gently along Butch’s wrists and tugging them back. He’s spread out, exposed. It should feel vulnerable, maybe, but instead it’s incredibly _comfortable_ as T takes their time exploring his body, twining slippery sucker-kisses across his chest and belly. Butch moans, canting his hips as T gets closer to his groin, but T coyly wraps around his thighs and spreads them apart.

“Mmn. Mmn—_ah_,” Butch whimpers as T pulls their tendril from his lips. There’s an audible _smack_, like pulling a lollipop from one’s mouth. “H-hey. I never took it up the ass before. Like—I’ve _thought_ about it, even did some fingers in the shower, but never—”

Another question-mark curl of T’s smallest arm.

“I _want_ it. I do. I just—uh. Go slow, okay?”

T wag-nods, and _oh_, oh, that’s nice, another arm stroking his dick now. It brushes him from base to tip, over and over, a meandering path that never quite repeats itself. His cock’s throbbing, wantwant_now_, but T’s taking their time as they slowly wrap around his dick, an all-over throb that’s nothing like anything Butch’s had before, not like a mouth or a hand or _anything_ other than a rhythmic pulse of wet pressure. He thrusts forward, trying to rut deeper into T, but the suckered arms binding his thighs remain firm, a twisting mass of power and restraint and Butch couldn’t fight it even if he wanted.

So he bends his knees, tries to show he’s ready, he’s eager, his whole ass is on display and if T wants it…

T _does_. Another tentacle—no, wait, this one has suckers all along the arm too, but it’s just smoother at the tip—another arm brushes up between his thighs, along the sensitive flesh where groin meets leg, and Butch can’t help letting out a mewl. He’ll deny it if anyone asks, Tunnel Snakes don’t _mewl_, but it’s pathetic with want, with hope. T must secrete some kind of natural oil, because it’s just impossibly smooth as they glide over his taint, slippery against his ass and not even pushing, just _pressing_ until Butch bites his lip and bears down with all the force he can muster. Which isn’t much, the way that T’s holding him, but that little bit’s enough to help him open up, to feel the sudden-cool shock of T _inside_ him.

Butch stiffens, limbs rigid in T’s arms. T pats his cheek, questioning.

“I’m good. It’s good. _You’re_ good. I just—oh. _Oh_. Yeah, keep—” He dissolves into moans as the arm inside him starts _moving_, a different rhythm than the one on his dick. He’s suspended between push and pull, his ass supported by another of T’s enormous arms and with the giant suction-rings tickling his thighs. His ass clenches around the unfamiliar pressure, and it doesn’t _hurt_ but there’s still that throbbing stretch as more of T slides into him, as more of his body opens up to welcome the fullness of it.

Butch opens his mouth again, and T pushes in for another kiss. He pants against T’s suckers, groaning as the arm inside him bends and flexes, and then _another_ one presses against his ass and oh god maybe that’s gonna be too much, but maybe it’s not _enough_ because he wants it, wants it more than he can remember wanting anything. Hazy with want, more buzzed than he’s ever gotten off of beer, he tries to bend his knees, to arch into the rhythm of T’s fucking. It works, too—that second arm slides in with the first, and oh _god_.

One was hot and freaky enough, curling inside him like an enormous tongue. _Two_ means they each have their own rhythms, sometimes twining around each other to thrust with combined force. Butch doesn’t have any sense of scale for how big they are—he knows how big T’s biggest arms are, but T has smaller ones too, and they can all flex and pulse to vary their size. They’re definitely bigger than his fingers, but it’s not their _size_ that’s making him whimper and get all wobbly, it’s the _motion_, that undulation as they massage inside him deeper than anything has ever gone, and oh god, oh god, he’s gonna _come_—

He has to remember not to clench his jaw, not to bite down on T as his body jerks, spasms with the weight of orgasm. Oh god. He’s hazy, delirious with sudden lassitude, but giggle-snorts at the suckers on his dick. What had felt so _good_ right before coming now feels way too hard and ticklish, which T seems to understand because they immediately unwrap from him.

“Mm. Hey, T? That was real good. But how can I make _you_—” he mumbles around T’s arm, but he feels the sudden rush of wet inside his ass, cool and slippery. _Oh_. Oh. Whatever else T is packing, Butch understands _that_. T’s arms remain there, stiff and softening, before pulling out with a messy plop.

“Oh fuck. That was—that was something else. Wow.”

Words feel really inadequate, and Butch has never been good with them anyway, so he just turns his head to give T a kiss. Soft. Exploratory, maybe, puckering his lips and trying to give tiny suction-kisses of his own to T’s arms. T fluoresces pink with delight.

It feels...good, but _weird_, with T’s slipperiness still slick between his thighs and down the crack of his ass. The cool liquid of T’s jizz still sliding out of him. It tickles as it drips, makes him squirm until T catches on and adjusts his posture, still holding him as Butch lets it trickle out of him. Butch kinda wishes he had a mirror so he could take a look down there. How long does it take for an asshole to tighten up, after something like this?

...how long does it take for an asshole to stretch so it can take _more_?

“Holy shit. We gotta do this again.”


End file.
